Form 8-K

8-K — REX AMERICAN RESOURCES Corp

Accession: 0000930413-26-002006

Filed: 2026-07-01

Period: 2026-06-29

CIK: 0000744187

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — c116858_8k-ixbrl.htm (Primary)

EX-10.1 (c116858_ex10-1.htm)

EX-10.2 (c116858_ex10-2.htm)

EX-10.3 (c116858_ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: c116858_8k-ixbrl.htm · Sequence: 1

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

June 29, 2026

REX AMERICAN RESOURCES

CORPORATION

(Exact name of registrant as specified in

its charter)

Delaware 001-09097 31-1095548

(State or other jurisdiction

of incorporation) (Commission File Number) (IRS Employer

Identification No.)

7720 Paragon Rd.

Dayton, Ohio 45459

(Address of principal

executive offices and zip code)

Registrant’s telephone number, including

area code: (937) 276-3931

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $0.01 par value REX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

In December 2025, the Compensation Committee (the “Compensation

Committee”) of the Board of Directors (the “Board”) of REX American Resources Corporation (the “Company”)

engaged Pearl Meyer & Partners LLC (“Pearl Meyer”) to assess the compensation payable to the Company’s

named executive officers and non-employee directors and make recommendations for market-based adjustments.

Following its review of Pearl Meyer’s recommendations, on

May 28, 2026, the Compensation Committee approved and recommended to the Board for approval, and the Board approved, forms of new

employment agreements (the “Employment Agreements”) between REX Management, Inc., an Ohio corporation and an

indirect wholly-owned subsidiary of the Company (“REX Management”), and Stuart A. Rose, the Company’s

Executive Chairman of the Board, Zafar A. Rizvi, the Company’s Chief Executive Officer, and Douglas L. Bruggeman, the Company’s

Vice President-Finance, Chief Financial Officer and Treasurer, effective as of February 1, 2026.

The Employment Agreements with Messrs. Rose, Rizvi, and Bruggeman

were executed on June 29, 2026, and are briefly described below. The Employment Agreements supersede the prior employment agreements

entered into with each of Messrs. Rose, Rizvi, and Bruggeman.

Employment Agreements

Mr. Rose’s Employment Agreement (the “Rose Employment

Agreement”) increased the annual maximum bonus from $2,500,000 to $4,000,000 for Mr. Rose (the “Rose Annual

Bonus Limitation”). In addition, the Rose Employment Agreement increased the maximum amount of the bonus Mr. Rose will

be entitled to receive in the event his employment is terminated by REX Management other than “For Cause” (as defined

in the Rose Employment Agreement) or due to death or total disability (which is to be calculated without regard to the Rose Annual

Bonus Limitation and paid in cash), from $3,000,000 to $5,000,000. The Rose Employment Agreement also provides for an annual base

salary of $225,000 and an annual cash and/or incentive plan bonus computed based upon the earnings of the Company (as further set

forth in the Rose Employment Agreement).

Mr. Rizvi’s Employment Agreement (the “Rizvi Employment

Agreement”) increased the annual maximum bonus from $5,000,000 to $12,000,000 for Mr. Rizvi (the “Rizvi Annual

Bonus Limitation”). In addition, the Rizvi Employment Agreement increased the maximum amount of the bonus Mr. Rizvi will

be entitled to receive in the event his employment is terminated by REX Management other than “For Cause” (as defined

in the Rizvi Employment Agreement) or due to death or total disability (which is to be calculated without regard to the Rizvi Annual

Bonus Limitation and paid in cash), from $6,000,000 to $12,000,000. The Rizvi Employment Agreement also provides for an annual

base salary of $275,000 and an annual cash and/or incentive plan bonus computed based upon the earnings of the Company (as further

set forth in the Rizvi Employment Agreement).

Mr. Bruggeman’s Employment Agreement (the “Bruggeman

Employment Agreement”) increased the annual maximum bonus from $2,500,000 to $4,000,000 for Mr. Bruggeman (the “Bruggeman

Annual Bonus Limitation”). In addition, the Bruggeman Employment Agreement increased the maximum amount of the bonus

Mr. Bruggeman will be entitled to receive in the event his employment is terminated by REX Management other than “For Cause”

(as defined in the Bruggeman Employment Agreement) or due to death or total disability (which is to be calculated without regard

to the Bruggeman Annual Bonus Limitation and paid in cash), from $3,000,000 to $5,000,000. The Bruggeman Employment Agreement also

provides for an annual base salary of $300,000 and an annual cash and/or incentive plan bonus computed based upon the earnings

of the Company (as further set forth in the Bruggeman Employment Agreement).

In addition, each Employment Agreement provides for:

● In the event

of termination by REX Management other than “For Cause” (as defined in the

relevant Employment Agreement) or due to death or total disability, the employee is entitled

to (i) the balance of

the employee’s salary for the remainder of the employment period, (ii) a cash bonus as

set forth above, and (iii) the right to exercise any awards held under any specified incentive plan,

during such reasonable period of time established by the Compensation Committee, in whole or in

part, whether or not such award was otherwise exercisable at that time, and without regard to any

vesting or other limitation on exercise imposed pursuant to such plan.

● In the event of termination by REX Management “For

Cause”, the employee is entitled to (i) the employee’s salary computed pro

rata to the date of termination, and (ii) bonus payment computed pro rata based on the

date of termination.

● In the event of termination due to death, total disability,

or voluntary termination of employment, the employee or the employee’s estate is

entitled to (i) the employee’s salary computed pro rata to the date of death, total

disability, or termination, (ii) a bonus payment computed pro rata based on the date

of death, total disability, or termination, and (iii) the right to exercise any awards

held by the employee under any specified incentive plan, during such reasonable period

of time established by the Compensation Committee, in whole or in part, whether or not

such award was otherwise exercisable at that time, and without regard to any vesting

or other limitation on exercise imposed pursuant to such plan and, in the case of voluntary

termination, if the employee has obtained 20 years of service and attained age 55.

● In the event the employee terminates employment for “Good

Reason” (as defined in the relevant Employment Agreement), within 12 months following

a “Change in Control” (as defined in the relevant Employment Agreement),

the employee is entitled to (i) the balance of the employee’s salary for the remainder

of the employment period, (ii) a cash bonus payment as calculated as set forth in the

relevant Employment Agreement, and (iii) the right to exercise any awards held under

any specified incentive plan, during such reasonable period of time established by the

Compensation Committee, in whole or in part, whether or not such award was otherwise

exercisable at that time, and without regard to any vesting or other limitation on exercise

imposed pursuant to such plan.

● Customary employee benefits, including the right to participate

in all employee benefit plans.

● Restrictions on the use of confidential information, and

restrictions on competition for a period of one year following termination of employment.

The foregoing description is only a summary of certain terms of

the Employment Agreements and is qualified in its entirety by reference to the Rose Employment Agreement, Rizvi Employment Agreement,

and Bruggeman Employment Agreement, which are included as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K, respectively,

and are incorporated herein by reference.

-2-

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

The following exhibits are filed with this Current Report on Form

8-K:

Exhibit No.

Description

10.1

Employment Agreement dated as of June 29, 2026 between REX Management, Inc. (an indirect wholly-owned subsidiary of the Company) and Stuart A. Rose.*^

10.2

Employment Agreement dated as of June 29, 2026 between REX Management, Inc. (an indirect wholly-owned subsidiary of the Company) and Zafar A. Rizvi.*^

10.3

Employment Agreement dated as of June 29, 2026 between REX Management, Inc. (an indirect wholly-owned subsidiary of the Company) and Douglas L. Bruggeman.*^

Filed herewith.

Management contract or compensatory plan, contract or arrangement.

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

REX AMERICAN RESOURCES CORPORATION

Date: July 1,

2026

By:

/s/ DOUGLAS L. BRUGGEMAN

Name: Douglas L. Bruggeman

Title: Vice President-Finance, Chief Financial Officer and Treasurer

-4-

0000744187

false

REX AMERICAN RESOURCES CORPORATION

0000744187

2026-06-29

EX-10.1

Filename: c116858_ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”)

is entered into effective as of the 29th day of June, 2026, between REX Management, Inc., an Ohio corporation (the “Corporation”),

and STUART A. ROSE (the “Employee”), under the following circumstances:

Recitals

A. The Corporation and Employee

entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First Amendment

to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second Amendment to Employment

Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment Agreement dated May 24,

2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and Second Amendment the (“Original

Employment Agreement”);

B. The Corporation and Employee

desire to continue their employment relationship;

C. The Corporation and Employee

agree that entering into a new employment agreement is in their best interest, and desire for this Agreement to supersede the Original

Employment Agreement pursuant to the terms herein.

NOW, THEREFORE, in consideration

of the mutual promises and covenants contained herein, the parties agree as follow:

ARTICLE I – DUTIES OF EMPLOYEE

1.1 Duties of Employee.

Employee shall be employed as Executive Chairman of the Board of the Corporation and Head of Corporate Development for the period set

forth in Article II below. Employee shall be subject to the supervision of the Board of Directors of the Corporation and shall perform

those managerial, executive, operational and administrative duties normally performed by such officer of a corporation.

1.2 Engaging in Other Employment.

Employee shall devote a substantial portion of his business time, energies, attention and abilities to the business of the Corporation;

provided, however, Employee shall not be prohibited from: (i) making investments in other businesses; (ii) participating as a Director/Manager

role in such business within which he has invested; and/or (iii) serving as an independent director for any business, with full right

to retain any fees or incentive grants related to such directorship.

1.3 Additional Duties.

In addition to the foregoing duties, Employee shall perform such other work as may be assigned to him from time to time, subject to the

instructions, directions and control of the Board of Directors.

ARTICLE II – TERM OF EMPLOYMENT

2.1 Term. The Corporation

shall employ Employee commencing effective as of the 1st day of February, 2026, and for a period of one (1) year through January

31, 2027. (the “Employment Period”) and any renewal period provided for in Section 2.2 below unless earlier terminated

by Employee’s: (i) resignation; (ii) death; (iii) total disability; or (iv) termination of employment, as provided in Article VI.

“Total Disability” shall mean such disability as shall

Page 1 of 8

render Employee incapable of performing substantially

all of his duties for the Corporation as determined by a qualified physician chosen by the Corporation. Each twelve month period ending

on January 31 during the Employment Period or any period of renewal provided for in Section 2.2 below shall be referred to as a “Performance

Period.”

2.2 Renewal Term. The terms

and conditions of this Employment Agreement shall automatically renew, without any further action by either party required, upon the expiration

of the Employment Period and any period of renewal for subsequent one (1) year periods unless: (i) notice of termination is provided to

the other party at least one hundred eighty (180) days prior to the expiration of the Employment Period or any period of renewal; or (ii)

this Employment Agreement is otherwise terminated pursuant to Article VI.

ARTICLE III - COMPENSATION AND EXPENSES

3.1 Compensation. Employee

shall receive as compensation for services rendered under this Agreement a base salary of Two Hundred Twenty-Five Thousand Dollars and

Zero Cents ($225,000.00) per year, payable in equal bi-monthly installments of Nine Thousand Three Hundred Seventy-Five Dollars and Zero

Cents ($9,375.00) per month on the 15th and last working day of each month (or such more frequent dates as the Corporation

may choose), and prorated for any partial monthly period.

3.2 Expenses. Employee

is authorized to incur reasonable expenses in connection with the performance of his duties for the Corporation, including expenses for

entertainment of customers, travel, and similar business purposes. The Corporation will reimburse Employee for all such expenses upon

the presentation of an itemized account of such expenditures and approval of the expenditures by a designated officer. In incurring reasonable

business expenses, Employee shall conform to the policies of the Corporation as adopted by the Board of Directors from time to time.

ARTICLE IV - EMPLOYEE BENEFITS AND BONUSES

4.1 Employee Benefit Plans.

Employee shall be entitled to participate in any qualified profit-sharing/401k plan, medical and dental reimbursement plan, group term

life insurance plan, and any other employee benefit plan which may be established by the Corporation, such participation to be in accordance

with the terms of any such plan.

4.2 Bonus.

(a) Bonus. In addition to

Employee’s salary as provided in Section 3.1, Employee shall be entitled to an annual cash and/or incentive plan bonus computed

based upon the earnings of REX American Resources Corporation (“REX”) (the “Bonus”).

Effective as of February 1, 2026

(“Effective Date”), for each fiscal year of REX during the Employment Period or any period of renewal, the Employee’s

Bonus shall be equal to 2.5% of the amount equal to:

(i) 133% of “Net Income

Attributable to REX Common Shareholders” (after tax); plus

(ii) add back of incentive and

stock compensation expense.

The Bonus shall be paid seventy-five

percent (75%) in cash when determined and twenty-five percent (25%) in an award of Restricted Stock based on the then closing price of

Page 2 of 8

REX common stock as of June 15 of such year vesting

in one-third installments on the first three anniversaries of the grant. The Bonus has been based upon current corporate income tax rates

in effect in calendar year 2026, with the understanding that if tax rates change during the Term hereof, the Bonus base calculation will

be adjusted accordingly. Notwithstanding anything to the contrary herein contained: (i) any losses incurred by the Company related to

the proposed Carbon Sequestration project, or any other new investment in an operating entity, for the period through the second year

after commencement of operations, will not reduce the Bonus base calculation; and (ii) if there is a pre-tax loss in one or more fiscal

years, fifty (50) percent of the pre-tax loss would need to be recouped in its entirety before a bonus could be paid in future years.

(b) Bonus Limitation. Notwithstanding

Sections 4.2(a), Employee shall in no event receive a total bonus exceeding Four Million Dollars and Zero Cents ($4,000,000.00) in any

fiscal year. Subject to Sections 6.3 and 6.7 below, the Corporation shall pay the Bonus to Employee during the calendar year in which

the Performance Period ends.

4.3 Vacation. Employee

shall be entitled to six (6) weeks of vacation during each 12-month period of the Employment Period or any period of renewal at full pay;

provided, however, that any portion of a vacation not taken in any 12-month period may be taken in the subsequent 12-month period. The

time for such vacation shall be selected by Employee. Employee shall not be entitled to vacation pay in lieu of vacation.

ARTICLE V - NONDISCLOSURE

AND NONCOMPETITION

5.1 Confidential Information.

Employee agrees to keep secret and confidential the Confidential Information (as defined below) and shall not use or disclose such information,

either during or after his employment with the Corporation, for any purpose not authorized by the Corporation. Upon termination of his

employment with the Corporation, Employee shall leave with the Corporation all records, including all copies thereof, containing any Confidential

Information, including, but not limited to, such documents as memoranda, notes, records, reports, customer lists, manuals, drawings, blueprints

and maps, computer drives, all computer records and e-mail records. “Confidential Information” means information about

the Corporation and any of its subsidiaries which is disclosed to Employee or known by him as a consequence of or through his work with

or on behalf of the Corporation (including information conceived, originated, discovered, or developed by him) not generally known about

the Corporation, including, but not limited to, matters of a technical nature, such as “know-how,” innovations, research projects,

methods, and matters of a business nature, such as information about costs, profits, markets, sales, lists of customers, suppliers, business

processes, computer programs, accounting methods, information systems, business or marketing, financial plans and reports and any other

information of a similar nature.

5.2 Restrictions on Competition.

During the term of this Agreement and for a period of one (1) year after termination of Employee’s employment with the Corporation,

for any reason, Employee shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder,

corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition

in any manner whatsoever with the business of the Corporation within fifty (50) miles of any location operated by the Corporation or its

affiliates at the time of Employee’s termination.

5.3 Saving. In the event

any provision of this Article V shall be held invalid, illegal, or unenforceable, the remaining provisions shall in no way be affected

thereby, and shall

Page 3 of 8

continue in full force and effect. If, moreover, any

one or more of the provisions contained in this Article V shall for any reason be held to be excessively broad as to time, duration, geographical

scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with

the applicable law as it shall then appear.

ARTICLE VI - TERMINATION

6.1 Termination of Employment

For Cause. The Corporation may at any time terminate Employee’s employment “For Cause.” Such termination of employment

For Cause shall not prejudice any other remedy to which the Corporation may be entitled either at law, in equity, or under this Agreement.

Termination of employment “For Cause” shall mean termination upon: (i) Employee’s repeated failure or refusal

to perform his duties hereunder faithfully, diligently, competently and to the best of his ability for reasons other than Total Disability;

(ii) Employee’s violation of any material provision of this Agreement; or (iii) Employee’s clear and intentional violation

of a state or federal law of which he is aware or should have been aware: (a) involving the commission of a felonious crime against the

Corporation which has a materially adverse effect upon the Corporation; or (b) involving a felony other than against the Corporation having

a materially adverse effect upon the Corporation, as determined in either case in the reasonable judgment of the Board of Directors.

6.2 Termination by Either Party.

This Agreement may be terminated by either party with or without cause upon one hundred eighty (180) days’ notice.

6.3 Effect of Termination of

Employment Without Cause. In the event the Corporation terminates Employee’s employment other than: (a) “For Cause”

(as defined in Section 6.1); or (b) due to death or Total Disability as provided in Section 2.1, the Corporation shall pay Employee, in

full satisfaction and complete discharge of all obligations and liabilities of the Corporation to Employee under this Agreement or otherwise:

(i) the balance of his compensation under Section 3.1 for the remainder of the Employment Period, payable no less frequently than bi-monthly;

plus (ii) a Cash Bonus payment equal to two hundred percent (200%) of the total Bonus paid to Employee for the Corporation’s prior

fiscal year, but in no event less than One Million Dollars and Zero Cents ($1,000,000.00), or more than Five Million Dollars and Zero

Cents ($5,000,000.00), without reference to the Bonus Limitation set forth in Section 4.2(b) hereof; plus (iii) pursuant to any incentive

plan maintained by the Corporation, Employee shall have the right, during such reasonable period of time established by the Compensation

Committee, to exercise any awards held by Employee, in whole or in part, whether or not such award was otherwise exercisable at that time,

and without regard to any vesting or other limitation on exercise imposed pursuant to such plan.

6.4 Effect of Termination For

Cause on Compensation. In the event this Agreement is terminated prior to the completion of the Employment Period or any period of

renewal For Cause, Employee shall be entitled to: (i) the compensation earned by him pursuant to Section 3.1 prior to the date of termination

as provided for in this Agreement computed pro rata up to and including that date; and (ii) all Bonus payments pursuant to Section 4.2

calculated on a pro rata basis based upon Employee’s actual date of termination, and Employee shall automatically and completely

forfeit any additional rights which could be alleged under any bonus plan established by the Corporation, Employee shall be paid his pro

rata Bonus payments during the calendar year in which the Performance Period that includes the date of termination ends.

6.5 Effect

of Death or Disability. In the event of the death or Total Disability of Employee during the Employment Period, Employee, or his Estate,

shall be entitled to: (i) compensation earned by him pursuant to Section 3.1 hereof prior to the date of death or

Page 4 of 8

termination for Total Disability, computed pro rata

up to and including that date; plus (ii) a pro rata portion of the Bonus payments pursuant to Section 4.2, for the year of Employee’s

death or Total Disability based upon Employee’s actual date of termination. Employee shall be paid his pro rata Bonus payment during

the calendar year in which the Performance Period that include the date of termination ends; plus (iii) pursuant to any incentive plan

maintained by the Corporation, Employee shall have the right during such reasonable period of time established by the Compensation Committee,

to exercise any awards held by the Employee in whole or in part, whether or not such award was otherwise exercisable at that time, and

without regard to any vesting or other limitation on exercise imposed pursuant to such plan.

6.6 Effect of Voluntary Termination

by Employee. In the event of the voluntary termination by Employee, pursuant to Section 6.2 hereof, Employee shall be entitled to:

(i) compensation earned by him pursuant to Section 3.1 hereof prior to the date of termination, computed pro rata up to and including

that date; plus (ii) a pro rata portion of the Bonus payment pursuant to Section 4.2, for the year of Employee’s voluntary termination

based upon Employee’s actual date of termination. Employee shall be paid his pro rata Bonus payment during the calendar year in

which the Performance Period that includes the date of termination ends.

If Employee terminates his/her employment

voluntarily, after having obtained twenty (20) years of service with the Corporation and attained age fifty-five (55), pursuant to any

incentive plan maintained by the Corporation Employee shall have the right, during such reasonable period of time established by the Compensation

Committee, to exercise any awards held by the Employee in whole or in part, whether or not such award was otherwise exercisable at that

time, and without regard to any vesting or other limitation on exercise imposed pursuant to such plan.

6.7 Effect of Change In Control.

(a) For purposes of this Agreement,

“Change in Control” means a change in control of a nature that would be required to be reported in response to Item

6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, provided that, without limitation, such a change in control

shall include and be deemed to occur upon any of the following events:

(i) Any “person”

(as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding any person described in and satisfying the conditions

of Rule 13d-l(b)(1) thereunder), other than the Corporation, its subsidiaries or any employee benefit plan of the Corporation or any of

its subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation’s

then outstanding securities;

(ii) The “Incumbent

Directors” cease to constitute at least a majority of the Board of Directors. For purposes hereof, “Incumbent Directors”

means the members of the Board of Directors at the effective date of this Agreement and the persons elected or nominated for election

as their successors or pursuant to increases in the size of the Board of Directors by a vote of at least two-thirds of the Board members

then still in office (or successors or additional members so elected or nominated);

(iii) The shareholders

of the Corporation approve a merger, combination, consolidation, recapitalization or other reorganization of the Corporation with one

Page 5 of 8

more other entities that are not subsidiaries

and, as a result of the transaction, less than 50% of the outstanding voting securities of the surviving or resulting corporation shall

immediately after the event be owned in the aggregate by the stockholders of the Corporation (directly or indirectly), determined on the

basis of record ownership as of the date of determination of holders entitled to vote on the action (or in the absence of a vote, the

day immediately prior to the event); or

(iv) The shareholders

of the Corporation approve a plan of liquidation and dissolution or the sale or transfer of substantially all of the Corporation’s

business and/or assets as an entirety to an entity that is not a subsidiary.

Notwithstanding the foregoing, no Change in Control

shall be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred, the Board of

Directors determines otherwise.

(b) In the event Employee terminates

his employment for “Good Reason” (as defined below) within twelve (12) months following a Change in Control of the Corporation,

the Corporation shall pay Employee, in full satisfaction and complete discharge of all obligations and liabilities of the Corporation

to Employee under this Agreement or otherwise: (i) the balance of his compensation under Section 3.1 for the remainder of the Employment

Period, payable no less frequently than bi-monthly; plus (ii) a Cash Bonus payment equal to two hundred percent (200%) of the total Bonus

paid to Employee for the Corporation’s prior fiscal year, but in no event no less than One Million Dollars and Zero Cents ($1,000,000.00),

or more than Five Million Dollars and Zero Cents ($5,000,000.00), without reference to the Bonus Limitation set forth in Section 4.2(b)

hereof; plus (iii) pursuant to any incentive plan maintained by the Corporation, Employee shall have the right, during such reasonable

period of time established by the Compensation Committee, to exercise any awards held by the Employee in whole or in part, whether or

not such award was otherwise exercisable at that time, and without regard to any vesting or other limitation on exercise imposed pursuant

to such plan.

For purposes of this Agreement,

“Good Reason” means (i) a reduction in Employee’s salary or bonus opportunity set forth in this Agreement, (ii)

a significant diminution in Employee’s position, reporting relationships, authority, duties or responsibilities, (iii) relocation

of Employee’s place of work outside of the Dayton, Ohio metropolitan area, (iv) a breach by the Corporation of this Agreement or

(v) failure of the Corporation to assign this Agreement to a successor upon a Change in Control.

ARTICLE VII - WAIVER OF BREACH

7.1 Effect of Waiver. Waiver

by the Corporation of any condition, or of the breach of Employee of any term or covenant contained in this Agreement, whether by conduct

or otherwise, in any one or more instances shall not be deemed to be or construed as a further or continuing waiver of any such condition

or to be a waiver either of any other condition or of the breach of any other term or covenant of this Agreement. The failure of the Corporation

at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to require the

same.

Page 6 of 8

ARTICLE VIII - MISCELLANEOUS

8.1 Notices. All notices

and other communications by any party hereto shall be made in writing to the other party and shall be deemed to have been duly given when

mailed by United States certified mail, with postage prepaid, addressed as the parties hereto may designate from time to time in writing.

8.2 Entire Agreement. This

Agreement constitutes the entire agreement between the Corporation and the Employee, and supersedes all prior or contemporaneous agreements,

representations, negotiations and understandings of the parties hereto, oral or written, including, without limitation, the Original Employment

Agreement.

8.3 Assignability. Neither

this Agreement, nor any duties or obligations hereunder shall be assignable by Employee without the prior written consent of the Chief

Executive Officer or Board of Directors of the Corporation.

8.4 Binding Effect. This

Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,

successors and assigns.

8.5 Captions. The captions

in this Agreement are inserted for convenience only and shall not be considered part of or affect the construction or interpretation of

any provision of this Agreement.

8.6 Governing Law. This

Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

8.7 Parent Entity. References

in this Agreement to the Corporation shall include REX, the ultimate parent entity of the Corporation, as the context or circumstance

requires to give effect to the purpose and intent of this Agreement.

8.8 Original Employment Agreement.

The Corporation and Employee hereby consent and agree that the Original Employment Agreement shall terminate upon the full execution of

this Agreement.

Intentionally Left Blank

Signatures on Following Page

Page 7 of 8

This Agreement may be executed

in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same

Agreement. Counterparts may be delivered via facsimile, email (including PDF or any electronic signature complying with the U.S. federal

ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have

been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the

parties hereto have caused this Agreement to be executed as of the date first set forth above.

REX Management, Inc.

an Ohio corporation,

By:

/s/ Edward M. Kress

Edward M. Kress

Secretary

EMPLOYEE

/s/ Stuart A. Rose

Stuart A. Rose

Page 8 of 8

EX-10.2

Filename: c116858_ex10-2.htm · Sequence: 3

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT

(“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management,

Inc., an Ohio corporation (the “Corporation”), and ZAFAR A. RIZVI (the “Employee”),

under the following circumstances:

Recitals

A. The Corporation and Employee

entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First

Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second

Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment

Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and

Second Amendment the (“Original Employment Agreement”);

B. The Corporation and Employee

desire to continue their employment relationship;

C. The Corporation and Employee

agree that entering into a new employment agreement is in their best interest, and desire for this Agreement to supersede the Original

Employment Agreement pursuant to the terms herein.

NOW, THEREFORE, in

consideration of the mutual promises and covenants contained herein, the parties agree as follow:

ARTICLE I – DUTIES OF EMPLOYEE

1.1 Duties of Employee.

Employee shall be employed as Chief Executive Officer and President of the Corporation for the period set forth in Article II below.

Employee shall be subject to the supervision of the Executive Chairman of the Board and the Board of Directors of the Corporation

and shall perform those managerial, executive, operational and administrative duties normally performed by such officer of a corporation.

1.2 Engaging in Other

Employment. Employee shall devote a substantial portion of his business time, energies, attention and abilities to the business

of the Corporation; provided, however, Employee shall not be prohibited from: (i) making investments in other businesses;

(ii) participating as a Director/Manager role in such business within which he has invested; and/or (iii) serving as an independent

director for any business, with full right to retain any fees or incentive grants related to such directorship.

1.3 Additional Duties.

In addition to the foregoing duties, Employee shall perform such other work as may be assigned to him from time to time, subject

to the instructions, directions and control of the Executive Chairman of the Board.

Page 1 of 9

ARTICLE II – TERM OF EMPLOYMENT

2.1 Term. The Corporation

shall employ Employee commencing effective as of the 1st day of February, 2026, and for a period of one (1) year through

January 31, 2027. (the “Employment Period”) and any renewal period provided for in Section 2.2 below unless

earlier terminated by Employee’s: (i) resignation; (ii) death; (iii) total disability; or (iv) termination of employment,

as provided in Article VI. “Total Disability” shall mean such disability as shall render Employee incapable

of performing substantially all of his duties for the Corporation as determined by a qualified physician chosen by the Corporation.

Each twelve month period ending on January 31 during the Employment Period or any period of renewal provided for in Section 2.2

below shall be referred to as a “Performance Period.”

2.2 Renewal Term.

The terms and conditions of this Employment Agreement shall automatically renew, without any further action by either party required,

upon the expiration of the Employment Period and any period of renewal for subsequent one (1) year periods unless: (i) notice of

termination is provided to the other party at least one hundred eighty (180) days prior to the expiration of the Employment Period

or any period of renewal; or (ii) this Employment Agreement is otherwise terminated pursuant to Article VI.

ARTICLE III - COMPENSATION AND EXPENSES

3.1 Compensation.

Employee shall receive as compensation for services rendered under this Agreement a base salary of Two Hundred Seventy-Five Thousand

Dollars and Zero Cents ($275,000.00) per year, payable in equal bi-monthly installments of Eleven Thousand Four Hundred Fifty-Eight

Dollars and Thirty-Three Cents ($11,458.33) per month on the 15th and last working day of each month (or such more frequent

dates as the Corporation may choose), and prorated for any partial monthly period.

3.2 Expenses. Employee

is authorized to incur reasonable expenses in connection with the performance of his duties for the Corporation, including expenses

for entertainment of customers, travel, and similar business purposes. The Corporation will reimburse Employee for all such expenses

upon the presentation of an itemized account of such expenditures and approval of the expenditures by a designated officer. In

incurring reasonable business expenses, Employee shall conform to the policies of the Corporation as adopted by the Board of Directors

from time to time.

ARTICLE IV - EMPLOYEE BENEFITS AND BONUSES

4.1 Employee Benefit

Plans. Employee shall be entitled to participate in any qualified profit-sharing/401k plan, medical and dental reimbursement

plan, group term life insurance plan, and any other employee benefit plan which may be established by the Corporation, such participation

to be in accordance with the terms of any such plan.

4.2 Bonus.

(a) Bonus. In addition

to Employee’s salary as provided in Section 3.1, Employee shall be entitled to an annual cash and/or incentive plan bonus

computed based upon the earnings of REX American Resources Corporation (“REX”) (the “Bonus”).

Page 2 of 9

Effective as of February

1, 2026 (“Effective Date”), for each fiscal year of REX during the Employment Period or any period of renewal, the

Employee’s Bonus shall be equal to 4.5% of the amount equal to:

(i) 133% of “Net Income

Attributable to REX Common Shareholders” (after tax); plus

(ii) add back of incentive

and stock compensation expense.

The Bonus shall be paid

seventy-five percent (75%) in cash when determined and twenty-five percent (25%) in an award of Restricted Stock based on the then

closing price of REX common stock as of June 15 of such year vesting in one-third installments on the first three anniversaries

of the grant. The Bonus has been based upon current corporate income tax rates in effect in calendar year 2026, with the understanding

that if tax rates change during the Term hereof, the Bonus base calculation will be adjusted accordingly. Notwithstanding anything

to the contrary herein contained: (i) any losses incurred by the Company related to the proposed Carbon Sequestration project,

or any other new investment in an operating entity, for the period through the second year after commencement of operations, will

not reduce the Bonus base calculation; and (ii) if there is a pre-tax loss in one or more fiscal years, fifty (50) percent of the

pre-tax loss would need to be recouped in its entirety before a bonus could be paid in future years.

(b) Bonus Limitation.

Notwithstanding Sections 4.2(a), Employee shall in no event receive a total bonus exceeding Twelve Million Dollars and Zero Cents

($12,000,000.00) in any fiscal year. Subject to Sections 6.3 and 6.7 below, the Corporation shall pay the Bonus to Employee during

the calendar year in which the Performance Period ends.

4.3 Vacation. Employee

shall be entitled to six (6) weeks of vacation during each 12-month period of the Employment Period or any period of renewal at

full pay; provided, however, that any portion of a vacation not taken in any 12-month period may be taken in the subsequent 12-month

period. The time for such vacation shall be selected by Employee. Employee shall not be entitled to vacation pay in lieu of vacation.

ARTICLE V - NONDISCLOSURE AND NONCOMPETITION

5.1 Confidential Information.

Employee agrees to keep secret and confidential the Confidential Information (as defined below) and shall not use or disclose such

information, either during or after his employment with the Corporation, for any purpose not authorized by the Corporation. Upon

termination of his employment with the Corporation, Employee shall leave with the Corporation all records, including all copies

thereof, containing any Confidential Information, including, but not limited to, such documents as memoranda, notes, records, reports,

customer lists, manuals, drawings, blueprints and maps, computer drives, all computer records and e-mail records. “Confidential

Information” means information about the Corporation and any of its subsidiaries which is disclosed to Employee or known

by him as a consequence of or through his work with or on behalf of the Corporation (including information conceived, originated,

discovered, or developed by him) not generally known about the Corporation, including, but not limited to, matters of a technical

nature, such as “know-how,” innovations, research projects, methods, and matters of a business nature, such as information

about costs, profits, markets, sales, lists of customers, suppliers, business processes, computer

Page 3 of 9

programs, accounting methods, information systems,

business or marketing, financial plans and reports and any other information of a similar nature.

5.2 Restrictions on Competition.

During the term of this Agreement and for a period of one (1) year after termination of Employee’s employment with the Corporation,

for any reason, Employee shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner,

stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business

that is in competition in any manner whatsoever with the business of the Corporation within fifty (50) miles of any location operated

by the Corporation or its affiliates at the time of Employee’s termination.

5.3 Saving. In the

event any provision of this Article V shall be held invalid, illegal, or unenforceable, the remaining provisions shall in no way

be affected thereby, and shall continue in full force and effect. If, moreover, any one or more of the provisions contained in

this Article V shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject,

it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as

it shall then appear.

ARTICLE VI - TERMINATION

6.1 Termination of Employment

For Cause. The Corporation may at any time terminate Employee’s employment “For Cause.” Such termination

of employment For Cause shall not prejudice any other remedy to which the Corporation may be entitled either at law, in equity,

or under this Agreement. Termination of employment “For Cause” shall mean termination upon: (i) Employee’s

repeated failure or refusal to perform his duties hereunder faithfully, diligently, competently and to the best of his ability

for reasons other than Total Disability; (ii) Employee’s violation of any material provision of this Agreement; or (iii)

Employee’s clear and intentional violation of a state or federal law of which he is aware or should have been aware: (a)

involving the commission of a felonious crime against the Corporation which has a materially adverse effect upon the Corporation;

or (b) involving a felony other than against the Corporation having a materially adverse effect upon the Corporation, as determined

in either case in the reasonable judgment of the Board of Directors.

6.2 Termination by Either

Party. This Agreement may be terminated by either party with or without cause upon one hundred eighty (180) days’ notice.

6.3 Effect of Termination

of Employment Without Cause. In the event the Corporation terminates Employee’s employment other than: (a) “For

Cause” (as defined in Section 6.1); or (b) due to death or Total Disability as provided in Section 2.1, the Corporation shall

pay Employee, in full satisfaction and complete discharge of all obligations and liabilities of the Corporation to Employee under

this Agreement or otherwise: (i) the balance of his compensation under Section 3.1 for the remainder of the Employment Period,

payable no less frequently than bi-monthly; plus (ii) a Cash Bonus payment equal to two hundred percent (200%) of the total Bonus

paid to Employee for the Corporation’s prior fiscal year, but in no event less than One Million Dollars and Zero Cents ($1,000,000.00),

or more than Twelve Million Dollars and Zero Cents ($12,000,000.00), without reference to the Bonus Limitation set forth in Section

4.2(b) hereof; plus (iii) pursuant to any incentive plan maintained by the Corporation, Employee shall have the right, during such

reasonable period of time established by the Compensation Committee, to exercise any awards held by Employee, in whole or in part,

Page 4 of 9

whether or not such award was otherwise exercisable

at that time, and without regard to any vesting or other limitation on exercise imposed pursuant to such plan.

6.4 Effect of Termination

For Cause on Compensation. In the event this Agreement is terminated prior to the completion of the Employment Period or any

period of renewal For Cause, Employee shall be entitled to: (i) the compensation earned by him pursuant to Section 3.1 prior to

the date of termination as provided for in this Agreement computed pro rata up to and including that date; and (ii) all Bonus payments

pursuant to Section 4.2 calculated on a pro rata basis based upon Employee’s actual date of termination, and Employee shall

automatically and completely forfeit any additional rights which could be alleged under any bonus plan established by the Corporation,

Employee shall be paid his pro rata Bonus payments during the calendar year in which the Performance Period that includes the date

of termination ends.

6.5 Effect of Death or

Disability. In the event of the death or Total Disability of Employee during the Employment Period, Employee, or his Estate,

shall be entitled to: (i) compensation earned by him pursuant to Section 3.1 hereof prior to the date of death or termination for

Total Disability, computed pro rata up to and including that date; plus (ii) a pro rata portion of the Bonus payments pursuant

to Section 4.2, for the year of Employee’s death or Total Disability based upon Employee’s actual date of termination.

Employee shall be paid his pro rata Bonus payment during the calendar year in which the Performance Period that include the date

of termination ends; plus (iii) pursuant to any incentive plan maintained by the Corporation, Employee shall have the right during

such reasonable period of time established by the Compensation Committee, to exercise any awards held by the Employee in whole

or in part, whether or not such award was otherwise exercisable at that time, and without regard to any vesting or other limitation

on exercise imposed pursuant to such plan.

6.6 Effect of Voluntary

Termination by Employee. In the event of the voluntary termination by Employee, pursuant to Section 6.2 hereof, Employee shall

be entitled to: (i) compensation earned by him pursuant to Section 3.1 hereof prior to the date of termination, computed pro rata

up to and including that date; plus (ii) a pro rata portion of the Bonus payment pursuant to Section 4.2, for the year of Employee’s

voluntary termination based upon Employee’s actual date of termination. Employee shall be paid his pro rata Bonus payment

during the calendar year in which the Performance Period that includes the date of termination ends.

If Employee terminates his/her

employment voluntarily, after having obtained twenty (20) years of service with the Corporation and attained age fifty-five (55),

pursuant to any incentive plan maintained by the Corporation Employee shall have the right, during such reasonable period of time

established by the Compensation Committee, to exercise any awards held by the Employee in whole or in part, whether or not such

award was otherwise exercisable at that time, and without regard to any vesting or other limitation on exercise imposed pursuant

to such plan.

6.7 Effect of Change

In Control.

(a) For purposes of this

Agreement, “Change in Control” means a change in control of a nature that would be required to be reported in

response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, provided that, without limitation,

such a change in control shall include and be deemed to occur upon any of the following events:

Page 5 of 9

(i) Any “person”

(as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding any person described in and satisfying

the conditions of Rule 13d-l(b)(1) thereunder), other than the Corporation, its subsidiaries or any employee benefit plan of the

Corporation or any of its subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange

Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting

power of the Corporation’s then outstanding securities;

(ii) The “Incumbent

Directors” cease to constitute at least a majority of the Board of Directors. For purposes hereof, “Incumbent Directors”

means the members of the Board of Directors at the effective date of this Agreement and the persons elected or nominated for election

as their successors or pursuant to increases in the size of the Board of Directors by a vote of at least two-thirds of the Board

members then still in office (or successors or additional members so elected or nominated);

(iii) The shareholders

of the Corporation approve a merger, combination, consolidation, recapitalization or other reorganization of the Corporation with

one or more other entities that are not subsidiaries and, as a result of the transaction, less than 50% of the outstanding voting

securities of the surviving or resulting corporation shall immediately after the event be owned in the aggregate by the stockholders

of the Corporation (directly or indirectly), determined on the basis of record ownership as of the date of determination of holders

entitled to vote on the action (or in the absence of a vote, the day immediately prior to the event); or

(iv) The shareholders

of the Corporation approve a plan of liquidation and dissolution or the sale or transfer of substantially all of the Corporation’s

business and/or assets as an entirety to an entity that is not a subsidiary.

Notwithstanding the foregoing, no Change in

Control shall be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred,

the Board of Directors determines otherwise.

(b) In the event Employee

terminates his employment for “Good Reason” (as defined below) within twelve (12) months following a Change in Control

of the Corporation, the Corporation shall pay Employee, in full satisfaction and complete discharge of all obligations and liabilities

of the Corporation to Employee under this Agreement or otherwise: (i) the balance of his compensation under Section 3.1 for the

remainder of the Employment Period, payable no less frequently than bi-monthly; plus (ii) a Cash Bonus payment equal to two hundred

percent (200%) of the total Bonus paid to Employee for the Corporation’s prior fiscal year, but in no event no less than

One Million Dollars and Zero Cents ($1,000,000.00), or more than Twelve Million Dollars and Zero Cents ($12,000,000.00), without

reference to the Bonus Limitation set forth in Section 4.2(b) hereof; plus (iii) pursuant to any incentive plan maintained by the

Corporation, Employee shall have the right, during such reasonable period of time established by the Compensation Committee, to

exercise any awards held by the Employee in whole or in part, whether or not such award was otherwise exercisable at that time,

and without regard to any vesting or other limitation on exercise imposed pursuant to such plan.

Page 6 of 9

For purposes of this Agreement,

“Good Reason” means (i) a reduction in Employee’s salary or bonus opportunity set forth in this Agreement,

(ii) a significant diminution in Employee’s position, reporting relationships, authority, duties or responsibilities, (iii)

the Corporation ceasing to be publicly owned in connection with a Change in Control, unless it is acquired by a publicly owned

company of which Employee serves as the chief executive officer, (iv) relocation of Employee’s place of work outside of the

Dayton, Ohio metropolitan area, (v) a breach by the Corporation of this Agreement or (vi) failure of the Corporation to assign

this Agreement to a successor upon a Change in Control.

ARTICLE VII - WAIVER OF BREACH

7.1 Effect of Waiver.

Waiver by the Corporation of any condition, or of the breach of Employee of any term or covenant contained in this Agreement, whether

by conduct or otherwise, in any one or more instances shall not be deemed to be or construed as a further or continuing waiver

of any such condition or to be a waiver either of any other condition or of the breach of any other term or covenant of this Agreement.

The failure of the Corporation at any time or times to require performance of any provision hereof shall in no manner affect its

rights at a later time to require the same.

ARTICLE VIII - MISCELLANEOUS

8.1 Notices. All

notices and other communications by any party hereto shall be made in writing to the other party and shall be deemed to have been

duly given when mailed by United States certified mail, with postage prepaid, addressed as the parties hereto may designate from

time to time in writing.

8.2 Entire Agreement.

This Agreement constitutes the entire agreement between the Corporation and the Employee, and supersedes all prior or contemporaneous

agreements, representations, negotiations and understandings of the parties hereto, oral or written, including, without limitation,

the Original Employment Agreement.

8.3 Assignability.

Neither this Agreement, nor any duties or obligations hereunder shall be assignable by Employee without the prior written consent

of the Board of Directors of the Corporation.

8.4 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,

successors and assigns.

8.5 Captions. The

captions in this Agreement are inserted for convenience only and shall not be considered part of or affect the construction or

interpretation of any provision of this Agreement.

8.6 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

8.7 Parent Entity.

References in this Agreement to the Corporation shall include REX, the ultimate parent entity of the Corporation, as the context

or circumstance requires to give effect to the purpose and intent of this Agreement.

Page 7 of 9

8.8 Original Employment

Agreement. The Corporation and Employee hereby consent and agree that the Original Employment Agreement shall terminate upon

the full execution of this Agreement.

Intentionally Left Blank

Signatures on Following

Page

Page 8 of 9

This Agreement may be executed

in one or more counterparts, each of which shall be deemed an original, and all

of which together shall be deemed to be one and the same Agreement. Counterparts may be delivered via facsimile, email (including

PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission

method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for

all purposes.

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be executed as of the date first set forth above.

REX Management, Inc.,

an Ohio corporation,

By:

/s/ Edward M. Kress

Edward M. Kress

Secretary

EMPLOYEE

/s/ Zafar A. Rizvi

Zafar A. Rizvi

Page 9 of 9

EX-10.3

Filename: c116858_ex10-3.htm · Sequence: 4

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT

(“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management,

Inc., an Ohio corporation (the “Corporation”), and DOUGLAS L. BRUGGEMAN (the “Employee”),

under the following circumstances:

Recitals

A. The Corporation and Employee

entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First

Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second

Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment

Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and

Second Amendment the (“Original Employment Agreement”);

B. The Corporation and Employee

desire to continue their employment relationship;

C. The Corporation and Employee

agree that entering into a new employment agreement is in their best interest, and desire for this Agreement to supersede the Original

Employment Agreement pursuant to the terms herein.

NOW, THEREFORE, in

consideration of the mutual promises and covenants contained herein, the parties agree as follow:

ARTICLE I – DUTIES OF EMPLOYEE

1.1 Duties of Employee.

Employee shall be employed as Vice President-Finance, Chief Financial Officer and Treasurer of the Corporation for the period set

forth in Article II below. Employee shall be subject to the supervision of the Chief Executive Officer and the Board of Directors

of the Corporation and shall perform those managerial, executive, operational and administrative duties normally performed by such

officer of a corporation.

1.2 Engaging in Other

Employment. Employee shall devote a substantial portion of his business time, energies, attention and abilities to the business

of the Corporation; provided, however, Employee shall not be prohibited from: (i) making investments in other businesses;

(ii) participating as a Director/Manager role in such business within which he has invested; and/or (iii) serving as an independent

director for any business, with full right to retain any fees or incentive grants related to such directorship.

1.3 Additional Duties.

In addition to the foregoing duties, Employee shall perform such other work as may be assigned to him from time to time, subject

to the instructions, directions and control of the Chief Executive Officer.

Page 1 of 8

ARTICLE II – TERM OF EMPLOYMENT

2.1 Term. The Corporation

shall employ Employee commencing effective as of the 1st day of February, 2026, and for a period of one (1) year through

January 31, 2027. (the “Employment Period”) and any renewal period provided for in Section 2.2 below unless

earlier terminated by Employee’s: (i) resignation; (ii) death; (iii) total disability; or (iv) termination of employment,

as provided in Article VI. “Total Disability” shall mean such disability as shall render Employee incapable

of performing substantially all of his duties for the Corporation as determined by a qualified physician chosen by the Corporation.

Each twelve month period ending on January 31 during the Employment Period or any period of renewal provided for in Section 2.2

below shall be referred to as a “Performance Period.”

2.2 Renewal Term.

The terms and conditions of this Employment Agreement shall automatically renew, without any further action by either party required,

upon the expiration of the Employment Period and any period of renewal for subsequent one (1) year periods unless: (i) notice of

termination is provided to the other party at least one hundred eighty (180) days prior to the expiration of the Employment Period

or any period of renewal; or (ii) this Employment Agreement is otherwise terminated pursuant to Article VI.

ARTICLE III - COMPENSATION

AND EXPENSES

3.1 Compensation.

Employee shall receive as compensation for services rendered under this Agreement a base salary of Three Hundred Thousand Dollars

and Zero Cents ($300,000.00) per year, payable in equal bi-monthly installments of Twelve Thousand Five Hundred Dollars and Zero

Cents ($12,500.00) per month on the 15th and last working day of each month (or such more frequent dates as the Corporation

may choose), and prorated for any partial monthly period.

3.2 Expenses. Employee

is authorized to incur reasonable expenses in connection with the performance of his duties for the Corporation, including expenses

for entertainment of customers, travel, and similar business purposes. The Corporation will reimburse Employee for all such expenses

upon the presentation of an itemized account of such expenditures and approval of the expenditures by a designated officer. In

incurring reasonable business expenses, Employee shall conform to the policies of the Corporation as adopted by the Board of Directors

from time to time.

ARTICLE IV - EMPLOYEE

BENEFITS AND BONUSES

4.1 Employee Benefit

Plans. Employee shall be entitled to participate in any qualified profit-sharing/401k plan, medical and dental reimbursement

plan, group term life insurance plan, and any other employee benefit plan which may be established by the Corporation, such participation

to be in accordance with the terms of any such plan.

4.2 Bonus.

(a) Bonus. In addition

to Employee’s salary as provided in Section 3.1, Employee shall be entitled to an annual cash and/or incentive plan bonus

computed based upon the earnings of REX American Resources Corporation (“REX”) (the “Bonus”).

Page 2 of 8

Effective as of February

1, 2026 (“Effective Date”), for each fiscal year of REX during the Employment Period or any period of renewal, the

Employee’s Bonus shall be equal to 2.25% of the amount equal to: